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42 LIPPO MALLS INDONESIA RETAIL TRUST ANNUAL REPORT 2013
BOARD OF DIRECTORS OF THE MANAGER
Role of the Board
The Board of Directors of the Manager (the “Board”) is entrusted with the responsibility for overall management and corporate
governance of the Manager including establishing goals for management and monitoring the achievement of these goals. The
Board is also responsible for the strategic business direction and risk management of LMIR Trust, and reviewing and assessing
Management’s performance. All Board members participate in matters relating to corporate governance, business operations and
risk assessments, fnancial performance, and the nomination of Directors.
The Board meets to review the Manager’s key activities. Board meetings are held once every quarter (or more often if necessary) to
discuss and review the strategies and policies of LMIR Trust, including any signifcant acquisitions and disposals, the annual budget,
the fnancial performance of LMIR Trust against previously approved budget, and to approve the release of the quarterly and full
year results. The Board also reviews the risks to the assets of LMIR Trust, and acts judiciously upon the comments from the auditors
of LMIR Trust. Where necessary, additional Board meetings will be held to address signifcant transactions or issues. The Articles of
Association of the Manager provide for Board meetings to be held by way of telephone conference and/or videoconference.
The Board is supported by the Audit Committee which provides independent supervision of management. The Board has adopted
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divestments and bank borrowings as well as arrangement in relation to cheque signatories.
Changes to regulations, policies and accounting standards are monitored closely. Where the changes have a signifcant impact on
LMIR Trust or have an important bearing on the Manager’s or Directors’ disclosure obligations, the Directors will be briefed either
during Board meetings or at specially-convened sessions involving relevant professionals. Management also provides the Board
with complete and adequate information on a timely manner through regular updates on fnancial results, market trends and
business developments. Directors are also encouraged to participate in industry conferences, seminars and training programmes
in connection with their duties, funded by the Manager. On-site visits are organised to familiarise Directors with the Reit’s properties
and to facilitate better understanding of the Group’s operations. Newly appointed directors are briefed by management on the
business activities of LMIR Trust and its strategic direction and all relevant regulations they need to comply with.
Five (5) Board meetings were held during the fnancial year 2013 and the attendance at the Board meetings are set out on page
46 of this Annual Report.
Disclosure of Directors’ Multiple Directorship
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the Directors have multiple listed company Board representations and/or other principal commitments, the Board is of the view
that each of them is able to and has adequately carried out his duties as a Director of the Manager.
Board Composition
The composition of the Board is determined using the following principles:
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critical to LMIR Trust’s businesses and that each director brings to the Board an informed and objective perspective to enable
balanced and well considered decisions to be made.
CORPORATE GOVERNANCE REPORT (CONT’D)